VECTOR GROUP LTD. (NYSE:VGR) Files An 8-K Regulation FD Disclosure
Item7.01 Regulation FD Disclosure
On January19, 2017, Vector Group Ltd. (NYSE:VGR) (the Company)
announced that it has priced, and entered into an agreement to
issue and sell, $850million aggregate principal amount of 6.125%
senior secured notes due 2025 (the Notes). The Notes will be
issued by the Company at the initial price of 100.000% of the
principal amount of the Notes. The Notes will bear interest at a
rate of 6.125% per year, payable semi-annually in arrears on
February1 and August1 of each year, commencing on August1, 2017.
The Notes will mature on February1, 2025, unless earlier
repurchased or redeemed in accordance with their terms. The Notes
will be fully and unconditionally guaranteed by all of the wholly
owned domestic subsidiaries of the Company that are engaged in
the conduct of the Companys cigarette businesses. The Notes will
not be guaranteed by subsidiaries engaged in the Companys real
estate business conducted through its subsidiary New Valley LLC.
The guarantees provided by some of the subsidiary guarantors will
be secured by first priority or second priority security
interests in certain assets of such guarantors. The offering is
expected to close on January27, 2017, subject to the satisfaction
of customary closing conditions.
The Company intends to use the net cash proceeds from the
offering of the Notes and, to the extent completed concurrently
with the offering of the Notes, the previously announced sale of
2,000,000 shares of our common stock to Jefferies LLC or cash on
hand to redeem all of the Companys outstanding 7.750% Senior
Secured Notes due 2021 and for general corporate purposes.
The Notes are being offered only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of
1933, as amended (the Securities Act) and to persons outside the
United States in compliance with Regulation S under the
Securities Act. The Notes will not be registered under the
Securities Act or any state securities laws and may not be
offered or sold in the United States absent an effective
registration statement or an applicable exemption from
registration requirements or in a transaction that is not subject
to the registration requirements of the Securities Act or any
state securities laws. There will be no registration rights
associated with the Notes.
This report does not constitute an offer to sell or a
solicitation of an offer to purchase the Notes or any security,
and there will not be any offer, solicitation or sale of the
Notes or any other security in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful.
A copy of the press release related to the pricing of the Notes
offering is attached as Exhibit 99.1 and is incorporated herein
The information furnished under Item 7.01 of this Current Report
on Form 8-K, including Exhibit 99.1, shall not be deemed to be
filed for the purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject
to the liabilities of that section, and shall not be deemed to be
incorporated by reference into any of the Companys filings under
the Securities Act or the Exchange Act, whether made before or
after the date hereof and regardless of any general incorporation
language in such filings, except to the extent expressly set
forth by specific reference in such a filing.
In this report, all statements that are not purely historical
facts are forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange
Act. Forward-looking statements may be identified by the words
believe, expect, anticipate, project, plan, estimate, intend,
could, and similar expressions. Forward-looking statements are
based on currently available business, economic, financial and
other information and reflect managements current beliefs,
expectations and views with respect to future developments and
their potential effects on the Company. Actual results could vary
materially depending on risks and uncertainties that may affect
the Company and its business. For a discussion of such risks and
uncertainties, please refer to the Companys filings with the
Securities and Exchange Commission. The Company assumes no
obligation to update any forward-looking statement made in this
report to reflect subsequent events or circumstances or actual
Item 9.01 Financial Statements and Exhibits.
The following exhibit is included with this report and is being
furnished solely for purposes of Item 7.01 of this Form 8-K:
Press release issued by Vector Group Ltd. on January19, 2017,
announcing the pricing of the Notes offering.
About VECTOR GROUP LTD. (NYSE:VGR)
Vector Group Ltd. is a holding company. The Company is engaged in the manufacture and sale of cigarettes in the United States through its Liggett Group LLC (Liggett) and Vector Tobacco Inc. (Vector Tobacco) subsidiaries; the sale of electronic cigarettes (e-cigarettes) in the United States through its Zoom E-Cigs LLC (Zoom) subsidiary, and the real estate business through its New Valley LLC subsidiary, which is seeking to acquire or invest in additional real estate properties or projects. The Company’s business segments include Tobacco, E-Cigarettes and Real Estate. The Tobacco segment consists of the manufacture and sale of cigarettes. The E-Cigarettes segment includes the operations of the Company’s e-cigarette business. The Real Estate segment includes the Company’s investments in New Valley LLC, which includes Douglas Elliman, Escena, Sagaponack and investments in real estate ventures. Liggett’s brand portfolio includes EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, EVE and USA. VECTOR GROUP LTD. (NYSE:VGR) Recent Trading Information
VECTOR GROUP LTD. (NYSE:VGR) closed its last trading session down -0.46 at 22.75 with 556,629 shares trading hands.